Liquidator of W&P Piling v Chew Yin What: Private Examination under Companies Act
The High Court of Singapore heard an application by the liquidator of W&P Piling Pte Ltd, Chew Yin What, against Chew Yin What, Lee Kok Swee, and Yeung Chun Keung, former directors of the company, for a private examination under Section 285 of the Companies Act. The liquidator sought to investigate the disappearance of assets. The court allowed the application against the first and second respondents but dismissed it against the third respondent, finding they had not been cooperative and appeared to be withholding information.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Application against first and second respondents allowed. Application against third respondent dismissed.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
The High Court allowed the liquidator's application for private examination of company directors under Section 285 of the Companies Act.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Chew Yin What | Respondent | Individual | Application allowed | Lost | |
| Lee Kok Swee | Respondent | Individual | Application allowed | Lost | |
| Yeung Chun Keung | Respondent | Individual | Application dismissed | Won | |
| Liquidator of W&P Piling Pte Ltd | Applicant | Corporation | Application allowed in part | Partial |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| V K Rajah | Judicial Commissioner | Yes |
4. Counsels
4. Facts
- W&P Piling Pte Ltd was placed under compulsory liquidation on 16 May 2003.
- The applicant is the sole liquidator of the company.
- The total value of proofs of debt filed against the company amounts to $14,540,985.
- The company has realisable assets in the region of $1m.
- The company was involved in the building industry.
- The first and second respondents were directors of the company until 12 April 2003.
- Certain assets of the company could not be accounted for and appeared to have been 'written off'.
- The liquidator sought assistance from the previous directors, including the respondents.
- The first and second respondents were not fully cooperative with the liquidator's inquiries.
- The third respondent was a professional engineer and was in the employment of Wee Poh Holding Ltd.
5. Formal Citations
- Liquidator of W&P Piling Pte Ltd v Chew Yin What and Others, OS 115/2004, [2004] SGHC 108
6. Timeline
| Date | Event |
|---|---|
| W&P Piling Pte Ltd incorporated; first respondent became director and chairman. | |
| Previous managing director departed. | |
| Assets began to be 'written off' or 'fully depreciated'. | |
| First and second respondents resigned as directors. | |
| Assets 'written off' or 'fully depreciated'. | |
| W&P Piling Pte Ltd placed under compulsory liquidation. | |
| Liquidator wrote to previous directors seeking assistance. | |
| Third respondent's employment with Wee Poh Holding Ltd terminated. | |
| Liquidator wrote to respondents seeking information about assets. | |
| Third respondent commenced proceedings against Wee Poh Holding Ltd. | |
| First respondent responded to liquidator's queries. | |
| Liquidator sent further questionnaires to respondents. | |
| First respondent requested extension of time. | |
| Liquidator filed application to examine respondents viva voce. | |
| High Court delivered decision. |
7. Legal Issues
- Application for private examination of parties pursuant to Section 285 of the Companies Act
- Outcome: The court allowed the application against the first and second respondents but dismissed it against the third respondent.
- Category: Procedural
- Sub-Issues:
- Breadth of court's powers to order private examination
- Whether application should be made ex parte or inter partes
- Whether liquidator should place reasons for application on record and on oath
8. Remedies Sought
- Order for private examination of parties pursuant to Section 285 Companies Act
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency
- Liquidation
11. Industries
- Construction
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Greys Brewery Company | Chancery Division | Yes | (1884) 25 Ch D 400 | England and Wales | Cited for characterizing a statutory provision similar to Section 285 of the Companies Act as a 'Star Chamber clause', highlighting its inquisitorial nature. |
| Re Adlards Motor Group Holding Ltd | Not Available | Yes | [1990] BCLC 68 | England and Wales | Cited to highlight the shift towards inquisitorial procedures in Europe and caution against blindly following the English tide when local legislation has not been altered. |
| Cloverbay Ltd v Bank of Credit and Commerce International SA | Not Available | Yes | [1991] Ch 90 | England and Wales | Cited regarding the inclination to lean in favor of the views of the liquidator, who is presumed to be neutral and independent-minded. |
| In re Rolls Razor Ltd (No 2) | Not Available | Yes | [1970] Ch 576 | England and Wales | Cited regarding the inclination to lean in favor of the views of the liquidator, who is presumed to be neutral and independent-minded. |
| Re Rolls Razor Ltd (No 1) | Not Available | Yes | [1968] 3 All ER 698 | England and Wales | Cited for the general observations on the purpose of the power to facilitate the accumulation of knowledge about the company and its affairs. |
| Re Esal (Commodities) Ltd (1988) | Not Available | Yes | [1989] BCLC 59 | England and Wales | Cited for the general observations on the purpose of the power to facilitate the accumulation of knowledge about the company and its affairs. |
| In re Castle New Homes Ltd | Not Available | Yes | [1979] 1 WLR 1075 | England and Wales | Cited for the principle that information may be sought in relation to a specific claim that the liquidator contemplates against the examinee or a related entity. |
| In re British & Commonwealth Holdings Plc (Nos 1 and 2) | Court of Appeal | Yes | [1992] Ch 342 | England and Wales | Cited regarding the contrasting views on the scope of the power to assist in the accumulation of facts, information, and knowledge that would enable or facilitate a liquidator in the discharge of his statutory functions. |
| British & Commonwealth Holdings Plc v Spicer and Oppenheim | House of Lords | Yes | [1993] AC 426 | England and Wales | Cited for settling in favor of the expansive view that the power may be invoked to assist in the accumulation of facts, information, and knowledge that would enable or facilitate a liquidator in the discharge of his statutory functions. |
| In re Pantmaenog Timber Pte Ltd | House of Lords | Yes | [2004] 1 AC 158 | England and Wales | Cited for asserting that the sole implicit limitation for the application of the broadly similar English provision was that it could be invoked purely for the purposes of enabling the liquidator to discharge his statutory responsibilities and functions in relation to his company being wound up. |
| Re Sasea Finance Ltd | Not Available | Yes | [1998] 1 BCLC 559 | England and Wales | Cited to show that the statutory process is not to be deployed as a tactical weapon to gain an undue strategic advantage in adversarial litigation. |
| In re North Australian Territory Company | Not Available | Yes | (1890) 45 Ch D 87 | England and Wales | Cited regarding the extraordinary power of an inquisitorial nature, enabling the court to direct the examination of a person who is not a party to any litigation. |
| In re Gold Company | Not Available | Yes | 12 Ch D 77 | England and Wales | Cited regarding the liquidator coming ex parte and making no affidavit so that the files of the court will not disclose anything to the person against whom the application is made. |
| Re Lion City Holdings Pte Ltd | Not Available | Yes | [2003] 3 SLR 493 | Singapore | Cited regarding the liquidators being entitled to dispute an assertion of full disclosure or to test any professed lack of knowledge. |
| Re John T Rhodes | Not Available | Yes | (1987) 3 BCC 588 | England and Wales | Cited regarding the disclosure of all material facts that must be made to the court by the liquidator. |
13. Applicable Rules
| Rule Name |
|---|
| Rule 49 Companies (Winding Up) Rules (Cap 50, R 1, 1990 Rev Ed) |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Section 285 Companies Act (Cap 50, 1994 Rev Ed) | Singapore |
| Section 270 of the Companies Act | Singapore |
| Section 271(1) of the Companies Act | Singapore |
| Section 120 of the Companies Act | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Liquidator
- Winding up
- Private examination
- Companies Act
- Directors
- Statement of affairs
- Missing assets
- Insolvency
- Creditors
15.2 Keywords
- Liquidator
- Winding up
- Companies Act
- Private examination
- Directors
- Insolvency
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 95 |
| Winding Up | 95 |
| Company Law | 60 |
| Fiduciary Duties | 50 |
| Civil Procedure | 30 |
16. Subjects
- Insolvency Law
- Companies Law
- Civil Procedure